SCIENS INTERNATIONAL INVESTMENTS AND HOLDINGS SA
Announcement
Decisions of the General Meeting - It is ascertained by the company "SCIENS INTERNATIONAL INVESTMENTS AND HOLDINGS S.A." (herein the "Company") that on Wednesday, 12.12.2007, at 10.00 a.m., the Extraordinary General Meeting of the Company took place, at the "ATHENS ELECTRA PALACE HOTEL" located in Athens, at 18-20 N. Nikodimou str., where seven (7) shareholders participated (either in person or by representative) representing 39,482,283 shares, i.e. 57,65% of the share capital and of the voting rights of the Company. The items of the agenda of the relevant invitation of the Company's Shareholders were as follows:
1. Adjustment of article 5 of the Company's articles of association regarding the share capital, according to article 13a of C.L. 2190/1920, if required.
2. Approval of the conclusion of agreements by the Company, according to article 23a of C.L. 2190/1920, as in force.
3. Approval of the election of members of the Board of Directors and designation of independent members of the Board of Directors, according to L. 3016/2002.
4. Miscellaneous and announcements.
In the voting procedure of all of the above items of the agenda shareholders participated representing in total 39,482,283 shares (which corresponds to 57,65% of the share capital), i.e. 100% of the participating shareholders.
The decisions that were taken in relation to the above items of the agenda are as follows:
1. In relation to the first item of the agenda, the General Meeting of the shareholders unanimously decided, with 39,482,283 votes, i.e. 100% of the shareholders that voted and being represented, the adjustment of article 5 of the articles of association of the Company on the share capital, in order to determine, according to article 13a of C.L. 2190/1920, the amount of capital, as it was concluded after the partial cover of the increase of the share capital, which had been decided by the A' Repetitive General Meeting of the 13.07.2007. In particular, this increase was covered by 83% and the total amount of the capital raised amounts to 128,147,023.00 Euro, while the share capital of the Company was increased by 56,738,089.20 Euro with the issuance of 94,563,482 new common registered shares of nominal value 0.60 Euro each. The difference between the nominal value of the new shares that were issued and of the offer price, i.e. 71,408,933.80 Euro, was credited to the account "Reserves from the issuance of shares above par". Thus, the share capital of the Company amounts to ninety seven million, eight hundred thirty two thousand, six hundred eighty nine Euro and twenty cents (euro 97,832,689.20) and is divided to one hundred sixty three million fifty four thousand four hundred eighty two (euro 163,054,482) common, registered shares, of a nominal value of sixty cents of Euro (euro 0.60) each.
2. In relation to the second item of the agenda, the General Meeting of the shareholders unanimously approved, with 39,482,283 votes, i.e. 100% of the shareholders that voted and being represented, the investments, relevant agreements and contractual relations, mentioned in chapters 3.7 and 3.18.4 of the International Offering Memorandum, which the Company drafted and published within the framework of the above share capital increase which has just been completed, and granted relevant permit according to the new par. 4 of article 23a of c.l. 2190/1920. Additionally, in relation to the services agreement which was concluded between the Company and Sciens Management LLC and was pre-approved by the A' Repetitive General Meeting of the Shareholders of the Company during the session on 13.07.2007, the Board of Directors informed that this agreement will enter into force as of (the date) Sciens Management LLC or subsidiary or affiliated to that company, receives permit for the provision of investment services, according to the new L. 3606/2007. The General Meeting of the Shareholders authorized the Board of Directors of the Company to adjust the said agreement accordingly, in case this is required or considered appropriate.
3. In relation to the third item of the agenda, the General Meeting of the Shareholders unanimously approved, with 39,482,283 votes, i.e. 100% of the of the shareholders that voted and being represented, (a) the election of Mr. Thomas Pierre Leon Pompidou son of Alain and Rosine, as a new member of the Board of Directors, which was elected by the Board of Directors during its session on 09.11.2007, in replacement of Mr. Stratis Garefalakis who resigned, for the remaining of the term of office of the Board of Directors, namely until 28.06.2010, and (b) the appointment of Mr. Thomas Pierre Leon Pompidou as temporary Independent Member of the Board of Directors, in replacement of the resigned Independent Member Mr. Stratis Garefalakis, according to the provisions of article 3 of L. 3016/2003.
4. In relation to the fourth item of the agenda, it is noted that a discussion took place between the present shareholders and the Management of the Company.
No other decisions were adopted.
1. Adjustment of article 5 of the Company's articles of association regarding the share capital, according to article 13a of C.L. 2190/1920, if required.
2. Approval of the conclusion of agreements by the Company, according to article 23a of C.L. 2190/1920, as in force.
3. Approval of the election of members of the Board of Directors and designation of independent members of the Board of Directors, according to L. 3016/2002.
4. Miscellaneous and announcements.
In the voting procedure of all of the above items of the agenda shareholders participated representing in total 39,482,283 shares (which corresponds to 57,65% of the share capital), i.e. 100% of the participating shareholders.
The decisions that were taken in relation to the above items of the agenda are as follows:
1. In relation to the first item of the agenda, the General Meeting of the shareholders unanimously decided, with 39,482,283 votes, i.e. 100% of the shareholders that voted and being represented, the adjustment of article 5 of the articles of association of the Company on the share capital, in order to determine, according to article 13a of C.L. 2190/1920, the amount of capital, as it was concluded after the partial cover of the increase of the share capital, which had been decided by the A' Repetitive General Meeting of the 13.07.2007. In particular, this increase was covered by 83% and the total amount of the capital raised amounts to 128,147,023.00 Euro, while the share capital of the Company was increased by 56,738,089.20 Euro with the issuance of 94,563,482 new common registered shares of nominal value 0.60 Euro each. The difference between the nominal value of the new shares that were issued and of the offer price, i.e. 71,408,933.80 Euro, was credited to the account "Reserves from the issuance of shares above par". Thus, the share capital of the Company amounts to ninety seven million, eight hundred thirty two thousand, six hundred eighty nine Euro and twenty cents (euro 97,832,689.20) and is divided to one hundred sixty three million fifty four thousand four hundred eighty two (euro 163,054,482) common, registered shares, of a nominal value of sixty cents of Euro (euro 0.60) each.
2. In relation to the second item of the agenda, the General Meeting of the shareholders unanimously approved, with 39,482,283 votes, i.e. 100% of the shareholders that voted and being represented, the investments, relevant agreements and contractual relations, mentioned in chapters 3.7 and 3.18.4 of the International Offering Memorandum, which the Company drafted and published within the framework of the above share capital increase which has just been completed, and granted relevant permit according to the new par. 4 of article 23a of c.l. 2190/1920. Additionally, in relation to the services agreement which was concluded between the Company and Sciens Management LLC and was pre-approved by the A' Repetitive General Meeting of the Shareholders of the Company during the session on 13.07.2007, the Board of Directors informed that this agreement will enter into force as of (the date) Sciens Management LLC or subsidiary or affiliated to that company, receives permit for the provision of investment services, according to the new L. 3606/2007. The General Meeting of the Shareholders authorized the Board of Directors of the Company to adjust the said agreement accordingly, in case this is required or considered appropriate.
3. In relation to the third item of the agenda, the General Meeting of the Shareholders unanimously approved, with 39,482,283 votes, i.e. 100% of the of the shareholders that voted and being represented, (a) the election of Mr. Thomas Pierre Leon Pompidou son of Alain and Rosine, as a new member of the Board of Directors, which was elected by the Board of Directors during its session on 09.11.2007, in replacement of Mr. Stratis Garefalakis who resigned, for the remaining of the term of office of the Board of Directors, namely until 28.06.2010, and (b) the appointment of Mr. Thomas Pierre Leon Pompidou as temporary Independent Member of the Board of Directors, in replacement of the resigned Independent Member Mr. Stratis Garefalakis, according to the provisions of article 3 of L. 3016/2003.
4. In relation to the fourth item of the agenda, it is noted that a discussion took place between the present shareholders and the Management of the Company.
No other decisions were adopted.